NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37
SHOUHUI ZHU, MONARCH MEDICAL : IN THE SUPERIOR COURT OF MANAGEMENT, LLC, MONARCH : PENNSYLVANIA MEDICAL MANAGEMENT VILLANOVA, : LLC, MONARCH MEDICAL : MANAGEMENT WARMINISTER, LLC, : MONARCH MEDICAL MANAGEMENT : CINNAMINSON, LLC, MONARCH : MEDICAL MANAGEMENT : TURNERSVILLE, LLC : No. 1348 EDA 2025 : :
v. :
: :
PREMIER IMMEDIATE MEDICAL CARE, : LLC, PREMIER IMMEDIATE MEDICAL : CARE DELAWARE, LLC, PREMIER : URGENT CARE AT VILLANOVA, LLC, : PREMIER URGENT CARE PLYMOUTH : MEETING, LLC, PREMIER URGENT : CARE WARMINSTER, LLC, PREMIER : URGENT CARE, CINNAMINSON, LLC, : PREMIER URGENT CARE : TURNERSVILLE, LLC, PREMIER : URGENT CARE WYNNEFIELD, LLC, : PREMIER URGENT CARE VERMILLION : SQUARE, LLC, PREMIER URGENT CARE : NEWTOWN, LLC, EDWARD M. : SILVERMAN, PREMIER URGENT CARE : LEVITTOWN, LLC, PREMIER URGENT : CARE LANSDALE, LLC, PREMIER : URGENT CARE LANGHORNE, LLC, : PREMIER URGENT CARE FRAZIER, LLC, : PREMIER URGENT CARE : DOYLESTOWN, LLC, PREMIER URGENT : CARE AT KENNET SQUARE, LLC, LSE : GROUP, LLC, PREMIER IMMEDIATE : MEDICAL CARE, LLC :
: :
APPEAL OF: PREMIER IMMEDIATE : MEDICAL CARE, LLC, PREMIER :
IMMEDIATE MEDICAL CARE : DELAWARE, LLC, PREMIER URGENT : CARE AT VILLANOVA, LLC, PREMIER : URGENT CARE PLYMOUTH MEETING, : LLC, PREMIER URGENT CARE : WARMINSTER, LLC, PREMIER URGENT : CARE, CINNAMINSON, LLC, PREMIER : URGENT CARE TURNERSVILLE, LLC, : PREMIER URGENT CARE WYNNEFIELD, : LLC, PREMIER URGENT CARE : VERMILLION SQUARE, LLC, PREMIER : URGENT CARE NEWTOWN, LLC, : EDWARD M. SILVERMAN, PREMIER : URGENT CARE LEVITTOWN, LLC, : PREMIER URGENT CARE LANSDALE, : LLC, PREMIER URGENT CARE : LANGHORNE, LLC, PREMIER URGENT : CARE FRAZIER, LLC, PREMIER URGENT : CARE DOYLESTOWN, LLC, PREMIER : URGENT CARE AT KENNET SQUARE, : LLC, PREMIER IMMEDIATE MEDICAL : CARE, LLC
Appeal from the Judgment Entered May 12, 2025 In the Court of Common Pleas of Philadelphia County Civil Division at No(s): 180401032
BEFORE: LAZARUS, P.J., SULLIVAN, J., and STEVENS, P.J.E. *
MEMORANDUM BY STEVENS, P.J.E.: FILED AUGUST 27, 2026
Appellants, Edward M. Silverman, D.O. and Premier Immediate Medical
Care, LLC et al., appeal from the May 12, 2025 judgment entered on the jury
verdict in favor of Appellees, Shouhui Zhu and Monarch Medical Management,
LLC et al., in the total amount of $8,500,000.00. After careful review, we
affirm.
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* Former Justice specially assigned to the Superior Court.
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The underlying facts of this case, as gleaned from the certified record,
are as follows: In 2013, Appellant Silverman contacted Appellee Zhu, a
Chinese investor, through an intermediary, seeking a $5 million investment to
open of number of urgent care centers in the Philadelphia area under the name
“Premier Urgent Care.” Each of these urgent care centers was managed by a
corporate entity owned solely by Appellant Silverman, Premier Immediate
Medical Care, LLC (the “Premier entities”).
On November 30, 2013, the parties entered into a Joint Venture
Agreement (“JVA”), whereby Appellee Zhu agreed to loan $5 million in $1
million installments, with each $1 million funding a separate urgent care
facility. In exchange, Appellee Zhu would receive a 55% ownership interest
in a management company created to manage the non-clinical aspects of the
urgent care centers, Monarch Medical Management, LLC et al. (the “Monarch
entities”), in exchange for management fees. Each $1 million loan was
intended to be accompanied by an appropriate note, which would be repaid
within five years. The record reflects that Appellee Zhu does not speak English
and has limited experience with American business.
Appellant Silverman ultimately used the $5 million invested by Appellee
Zhu to open five urgent care facilities: Plymouth Meeting, Warminster,
Villanova, Turnersville, and Cinnaminson. Thereafter, Appellant Silverman
stopped communicating with Appellee Zhu after he had fully funded the $5
million investment, shut down the Monarch entities, and terminated the JVA.
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Appellant Silverman also failed to prepare any of the supporting loan
documents required by the JVA. Litigation in this matter initially commenced
in 2016.
In sum, Appellees alleged Appellant Silverman grossly misrepresented
the costs of construction of the facilities, while pocketing the tenant
improvement budgets by making exorbitant payments to a construction
company, LSE Group (“LSE”), that was – unbeknownst to Appellee Zhu at the
time he executed the JVA – co-owned by Appellant Silverman and his wife.
Appellees also alleged Appellant Silverman distributed funds directly to himself
from the money Appellee Zhu invested. Appellees further alleged Appellant
Silverman misrepresented the nature of the translator he had hired, Mike Liu,
who was paid an escalating percentage of Appellee Zhu’s investment instead
of the hourly rate for translation services. Additionally, Appellees alleged that
the JVA itself contained a significant misrepresentation in the amount of
management fees Appellants would receive. Contrary to the English version
of the JVA, Appellee Zhu testified that the Chinese version of the JVA included
a $25,000 flat monthly management fee for all five urgent care centers. 1
In 2018 Appellant Silverman sold all his urgent care centers to an entity
named Tower Health, receiving approximately $25 million from the sale.
Appellee Zhu received nothing from the sale. Appellant acknowledged
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1 The English version of the JVA, on the other hand, designated the monthly
management fee at $25,000 per center.
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retaining no documentation related to the Premier entities after he sold them
to Tower Health.
On January 8, 2025, the parties proceeded to a jury trial before the
Honorable James Crumlish, III. Following a four-day trial, the jury returned
a verdict in favor of Appellees on January 14, 2025 in the total amount of
$8,500,000.00. Specifically, the jury awarded damages based on two causes
of action – conversion and fraudulent inducement, to be allocated as follows:
$4 million against all Appellants; and $1.8 million against Appellants Premier
Urgent Care at Villanova, LLC; Premier Urgent Care Plymouth Meeting, LLC;
Premier Urgent Care Warminster, LLC; Premier Urgent Care Cinnaminson,
LLC; Premier Urgent Care Turnersville, LLC; Premier Urgent Care Wynnefield,
LLC; Premier Urgent Care Vermillion Square, LLC; Premier Urgent Care
Newtown, LLC; Premier Urgent Care Levittown, LLC; Premier Urgent Care
Lansdale, LLC; Premier Urgent Care Langhorne, LLC; Premier Urgent Care
Frazer, LLC; Premier Urgent Care Doylestown, LLC; and Premier Urgent Care
at Kennett Square, LLC. The jury also awarded Appellees $2.7 million in
punitive damages against Appellant Silverman.
On January 22, 2025, Appellants filed a timely post-trial motion for
judgment notwithstanding the verdict (“JNOV”) on fraudulent inducement and
punitive damages. The trial court denied Appellants’ motion for post-trial
relief on February 25, 2025. See trial court order and opinion, 2/25/25. As
noted, on May 12, 2025, judgment was subsequently entered on the jury
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verdict in favor of Appellees in the total amount of $8,500,000.00. This timely
appeal followed on June 4, 2025.2
Appellants raise the following issues for our review:
I. Should this Court reverse the order and judgment because the trial court abused its discretion by omitting and misapplying all required elements, doctrines, and defenses to deny JNOV on the fraudulent inducement claim against [Appellants] without clear and convincing evidence?
II. Should this Court reverse the order and judgment because the trial court abused its discretion by failing to apply the gist of the action doctrine to deny JNOV on the fraudulent inducement claim against [Appellants]?
III. Should this Court reverse the order and judgment because the trial court abused its discretion by misapplying elements, defenses, and doctrines of unpled, time-barred, and unsupported claims without clear and convincing evidence to deny JNOV on the pled fraudulent inducement claim against [Appellants]?
IV. Should this Court reverse the order and judgment because the trial court abused its discretion by denying JNOV on the punitive damage award assessed against [Appellant Silverman] without any liability on a surviving substantive tort claim or independent aggravating evidence?
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2 The trial court did not order Appellants to file a concise statement of errors
complained of on appeal, in accordance with Pa.R.A.P. 1925. On April 9, 2025, the trial court issued a one-page Rule 1925(a) opinion indicating it was relying on the reasoning set forth in its February 25, 2025 opinion.
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Appellants’ brief at 3-4 (extraneous capitalization omitted).
For the ease of our discussion, we have elected to address Appellants’
claims in a slightly different order than presented in their appellate brief.
Our standard of review of an order denying JNOV is whether, viewing the record in the light most favorable to the verdict winner and granting the benefit of every favorable inference, there is sufficient competent evidence to support the verdict. Any conflict in the evidence is resolved in the verdict winner’s favor. JNOV may be granted only in clear cases where the facts are such that no two reasonable minds could fail to agree that the verdict was improper. We will disturb a trial court’s grant or denial of JNOV only for an abuse of discretion or an error of law.
Ruff v. York Hospital, 257 A.3d 43, 48–49 (Pa.Super. 2021) (citations and
internal quotation marks omitted), appeal denied, 266 A.3d 1064 (Pa.
2021).
“If any basis exists upon which the jury could have properly made its
award, then we must affirm the trial court’s denial of the motion for JNOV. A
JNOV should be entered only in a clear case.” Egan v. USI Mid-Atl., Inc.,
92 A.3d 1, 20 (Pa.Super. 2014) (citation omitted).
I & III
Instantly, our review of the record reveals that Appellants’ first and third
claims merit no relief. See Appellants’ brief 22-40, 43-50; Issues I & III. As
the trial court emphasized in its opinion, in rendering its verdict in favor of
Appellees, there was ample evidence for the jury to conclude that Appellants
were guilty of both fraudulent inducement and concealment:
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[Appellants] ignore … the weight of substantial evidence at trial that [Appellant Silverman] concealed from [Appellee Zhu] in soliciting his investment to the [Appellants’] urgent care centers, using “parol evidence” arguments to shield themselves from the overwhelming weight of unfavorable proofs, not to mention the role played by [Appellants’] conduct in spoliating relevant evidence, in a context in which [Appellant Silverman] enriched himself by selling certain centers to Tower Health, the purported excuse for his not retaining financial information that would have pinpointed his manipulation of [Appellee Zhu’s] investments.
....
The evidence at trial demonstrated that [the English and Chinese versions of the JVA] were not identical, and that the Chinese version had substantive and significant differences — most particularly the terms related to the fees to be charged for the operations of the venture. The evidence further established that, to induce [Appellee Zhu’s] participation, [Appellant Silverman hired] a “Chinese translator” [who was] paid an undisclosed substantial [amount] not [as] a “translator” but operating on behalf of [Appellants] with [a] “finder’s fee,” and the translator’s fee and conflicted allegiance were not disclosed. At trial, the jury was free to conduced based upon the totality of the evidence that [Appellant Silverman] was demonstrated to have lied about this significant information.
Finally, the substantial evidence at trial demonstrated a further material discrepancy between the terms of the agreement related to the allocation of [Appellee Zhu’s] investment and [Appellants’] diversion of those funds to their own benefit. Specifically, the [JVA] spelled out an amount for construction costs. [Appellant Silverman] purported to enter a construction contract with LSE pursuant to which he agreed to a series of payments to LSE to perform the work. However, the representations in the contract were on paper only and for the purpose of diverting
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funds from the underlying agreement with [Appellee Zhu] to [Appellant Silverman’s] construction company, which did not, for the most part, expend any of those funds for construction. This scheme to claim construction funds viewed in the context of the discrepancy in the agreements related to the monthly management fee (with the Chinese version calling for a flat $25,000 for all the centers and the inflated English version designating the fee at $25,000 per center) demonstrated an ambiguity and manipulation using the two versions that undermine a rote application of the parol evidence rule.
Furthermore, the parties’ purported agreement contained terms related to the allocation of the [Appellee Zhu’s] investment that [Appellees] demonstrated to be fraudulent — funds earmarked for construction costs were not spent in accordance with the terms but were funneled to an alleged construction company that performed no construction and was owned by Silverman and his wife — essentially a means of skimming funds off the top and purporting to have spent the, but instead directed to their individual enrichment. For each center, [Appellant Silverman] had negotiated a “tenant improvement budget,” undisclosed to [Appellees], that largely covered the construction costs, leaving [Appellant Silverman] to pocket most of [Appellee Zhu’s] investment for himself.
Trial court opinion, 2/5/25, at 2-3 (citation omitted).
Accordingly, as there exists a basis upon which the jury could have
rendered its verdict, the entry of JNOV was clearly not warranted in this matter
on fraudulent inducement. See Egan, 92 A.3d at 20. Appellants’ claims to
the contrary must fail.
II.
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Appellants next argue that “the trial court abused its discretion by
denying JNOV on the fraudulent inducement claim barred by the gist of the
action doctrine.” Appellant’s brief at 41-42; Issue II (extraneous capitalization
omitted). The record reflects that Appellants failed to specifically raise the
“gist of the action doctrine” with regard to the fraudulent inducement claim at
any point during trial or in their post-trial motion. Accordingly, Appellants
have waived this claim. See Swatt v. Nottingham Village, 342 A.3d 23, 36
(Pa.Super. 2025) (stating, “issues not raised in lower courts are waived for
purposes of appellate review, and they cannot be raised for the first time on
appeal.”) (citations omitted), appeal denied, 352 A.3d 452 (Pa. 2025); see
also Pa.R.A.P. 302(a).
IV.
Lastly, Appellants argue “the trial court abused its discretion in denying
JNOV on the punitive damages award against [Appellant] Silverman[.]”
Appellants’ brief at 51-52; Issue IV (extraneous capitalization omitted). We
disagree.
We review punitive damages awards for an abuse of discretion. Grossi
v. Travelers Personal Insurance Co., 79 A.3d 1141, 1157 (Pa.Super.
2013), appeal denied, 101 A.3d 103 (Pa. 2014). “Under Pennsylvania law
the size of a punitive damages award must be reasonably related to the State’s
interest in punishing and deterring the particular behavior of the defendant
and not the product of arbitrariness or unfettered discretion.” Hollock v. Erie
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Insurance Exchange, 842 A.2d 409, 419 (Pa.Super. 2004) (citation and
internal quotation marks omitted). “Punitive damages may be awarded for
conduct that is outrageous, because of the defendant’s evil motive or his [or
her] reckless indifference to the rights of others.” Bert Co. v. Turk, 298 A.3d
44, 61 (Pa. 2023).
Following our review, we conclude that the trial court properly exercised
its discretion in denying Appellants’ challenge to the amount of punitive
damages awarded to Appellees. Here, Appellees provided a sufficient
evidentiary basis for the jury to conclude that Appellant Silverman’s egregious
and fraudulent conduct warranted such an award. The trial court explained
as follows:
At the trial, the court and the jury observed [Appellant Silverman’s] demeanor. It was combative and obdurate. The jury had ample opportunity to fully judge the weight to be given his testimony and access his credibility. The fact that [Appellees] confronted [Appellant Silverman] with inconsistencies with his deposition and the contents of the documents numerous times undermines any validity to [Appellants’] suggestion that the record, construed in favor of the verdict holder, supports their position. Finally, [Appellant Silverman’s] undisputed and purposeful failure to maintain records and to be able to document to his business partner what the financial condition and expenditures of the business were alone allowed the jury to both discredit [Appellants’] case and to conclude that the records supported an inference of fraudulent inducement and concealment.
Trial court opinion, 2/25/25 at 4.
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Our review further confirms that, in light of the totality of the record
developed at trial, the jury properly exercised its discretion in awarding
Appellee $2.7 million in punitive damages and the trial court did not abuse its
discretion in denying Appellants’ motion for JNOV based on the amount of
punitive damages awarded.
Based on all of the foregoing, we affirm the May 12, 2025 judgment
entered in favor of Appellees and against Appellants in total amount of
$8,500,000.00.
Judgment affirmed.
Date: 8/27/2026